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Private Media Shareholder Meeting Shifted to Barcelona

Private announced Nov. 8 that the meeting originally scheduled to take place in San Francisco Nov. 18 will now take place in Barcelona

Private Media Shareholder Meeting Shifted to Barcelona

BARCELONA, Spain—The upcoming Private Media Group shareholder meeting scheduled to take place Nov. 18 in San Francisco will now take place on the same date but in Barcelona, according to an amended SEC notice filed yesterday by Private. The meeting is a significant one, during which shareholders will elect a new Board of Directors, the members of which will hold office until the next annual shareholders meeting.

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The purpose of the meeting is to:

• Elect six directors to hold office until the next Annual Meeting of Shareholders and until their respective successors have been duly elected and qualified;

• Ratify the appointment of BDO Auditores S.L. as the company’s independent registered public accounting firm for the fiscal year ending Dec. 31, 2010; and

* Transact such other business as may properly come before the meeting or any adjournments thereof.

The election of the new board will be significant in other ways. Unless a New York court rules otherwise, Consipio Holdings, which controls 5.6 million shares of Private common stock and has already put forward an alternative slate of candidates for the Board, will be able to vote those shares Nov. 18. On Oct. 14, a Las Vegas judge overseeing a case related to the New York litigation ruled that Consipio “will have the right to vote all of the Shares unless a New York court rules to the contrary.”

According to SEC filings by Consipio, a hearing was held in New York yesterday to consider a motion by one of the defendants to dismiss the New York action, but the judge has not yet ruled on the motion.

On Oct. 22, Consipio filed a Schedule 13D notice, stating, “The Reporting Person (Consipio) intends to exercise its voting rights to affect a change in the composition of the Issuer's board of directors.” Likewise, on Oct. 26, Ilan Bunimovitz, the former Private CEO ousted by current CEO Berth Milton in July of this year, filed a similar notice that stated that he, too, intends to “exercise his voting rights to effect a change in the composition of the Issuer’s Board of Directors.”

On Nov. 2, Consipio also filed a Schedule 14A proxy statement, containing the names and bios of the directors nominated in September by Consipio to run for the board. As described in the proxy statement. they are, as follows:

Ilan Bunimovitz, 54

“Mr. Bunimovitz was appointed to the Board in March 2009 pursuant to his employment agreement with the Company entered into in January 2009 in connection with the Company’s acquisition of Game Link LLC and its affiliate, companies engaged in the business of digital distribution of adult content over the internet and online eCommerce development. Mr. Bunimovitz served as Executive Vice President of the Company’s Online Media Division from January 2009 until April 2009, at which time he was appointed as Chief Executive Officer of the Company. He served as Chief Executive Officer of the Company until July 19, 2010 when the Company announced that his employment had been terminated for cause. Mr. Bunimovitz has disputed the grounds for the termination of his employment. Mr. Bunimovitz was the founder, chief executive officer and co-owner of Game Link LLC prior to its acquisition by the Company. Mr. Bunimovitz holds a Bachelor’s Degree in Psychology from Bar-Ilan University, Israel. Mr. Bunimovitz’s experience as the founder of Game Link LLC, his 17 years of experience as a CEO in the adult entertainment industry, and the insight he can provide to the Board for operational and strategic planning purposes led to the conclusion that Mr. Bunimovitz should serve as a director of the Company.”

David Dohrmann, 44

“Mr. Dohrmann presently serves as CEO of Milk Run, Inc. Milk Run is a San Francisco based developer of online games. The company is privately held. Since 2005, Mr. Dohrmann has served as a partner and heads the digital media and entertainment practice at Security Research Associates, a San Francisco based investment banking firm. Mr. Dohrmann continues to serve as a partner at Security Research Associates while he is undertaking management of Milk Run, Inc. From 2002 until 2005 he served as partner and investment banker at Halpern Capital. From 2000 to 2002 Mr. Dohrmann was VP of Corporate Development for Sagent Inc., a Nasdaq traded company acquired by Group 1 Software which was thereafter acquired by Pitney Bowes. From 1992 to 1997 Mr. Dohrmann was VP of Institutional Sales at the investment banking firm of Donaldson Lufkin & Jenrette. Mr, Dohrmann has been a member of the Screen Actors Guild since 1989. Mr. Dohrmann received a Bachelor of Arts Degree from the University of Southern California in 1989. Mr. Dohrmann’s public company experience, knowledge of the digital media industry and 20 years of experience in investment banking and corporate development will provide the Board with valuable perspective and guidance for corporate development initiatives, and those factors led to the conclusion that Mr. Dohrmann should serve as a director of the Company.”

Eric Johnson, 49

“Mr. Johnson was appointed to the Board in December 2009 pursuant to his employment agreement with the Company entered into in October 2009 in connection with the acquisition of Sureflix Digital Distribution Inc. and Sureflix Digital Logistics Inc., companies engaged in the business of digital distribution of premium gay adult content. Mr. Johnson serves as the President and CEO of Entruphema, Inc., a subsidiary of the Company which operates the business of the Sureflix companies. Mr. Johnson has served as President, CEO and CFO for the Sureflix group of companies since 2003. Mr. Johnson holds the designations of Chartered Accountant in Canada and C.P.A. in the United States and is a graduate of the University of Toronto where he earned his Bachelor of Commerce Degree. Mr. Johnson has over 25 years of business experience, including 9 years at one of the “big four” accounting firms as well as experience in interactive media companies, including service as CFO for a public reporting company in Canada. Mr. Johnson’s considerable experience in the adult entertainment industry, financial and accounting knowledge, and current experience and knowledge of the Company and its operations led to the conclusion that Mr. Johnson should serve as a director of the Company.”

Alexander V. Matveev, 34

“Mr. Matveev presently serves as VP, Head of equity sales for Russia and CIS Markets for UniCredit Securities Ltd., in Moscow Russia. From 2004 until 2006, he served as a broker for domestic equity sales for ATON Broker prior to acquisition of his group by a UniCredit Group affiliate. Mr. Matveev will provide the Board with significant business acumen and valuable deal-making experience. Mr. Matveev’s breadth of experience in the international capital markets and knowledge of all stages of capital formation, origination, syndication, underwriting, distribution and secondary offerings led to the conclusion that he should serve as a director of the Company.”

Charles William Prast, 44

“From June 2005 until late 2008 Mr. Prast served as a Director and CEO of NASDAQ listed Interactive Television Networks, Inc., an IPTV provider. Under his tenure as CEO Interactive Television Networks’ content relationships grew to include Universal Studios, Major League Baseball, Liberty Starz and Setanta Sports among others. Since 2008, Mr. Prast has been focused on adult media, interactive entertainment, intellectual properties and debt obligation advisory services. He has served as a Senior VP of NASDAQ listed New Frontier Media, Inc., the largest U.S. adult broadcaster, and as an adviser to the board of directors of Beate Uhse AG and numerous public and private companies, creditors and investors on a confidential basis. Mr. Prast also served as President and CEO of the Company from May 2002 until November 2003. Prior to May 2002 Mr. Prast served as a senior investment banker in Europe with a number of large multinational firms including Drexel Burnham, Furman Selz and Commerzbank. Mr. Prast’s employment by Commerzbank from 2001 until May 2002 is discussed below under the caption, Consipio’s Relationship to the Company and Pending Legal Proceedings. Mr. Prast received a Bachelor of Arts Degree from Bates College in 1987. Mr. Prast’s knowledge of the adult entertainment and interactive media industries, knowledge of capital markets and experience with intellectual property rights issues led to the conclusion that he should serve as a director of the Company.”

John S. Wirt, 47

“Mr. Wirt presently serves as CEO and General Counsel of Square Ring, Inc. a Florida based boxing promoter. From 1996 until 2008 Mr. Wirt served as Assistant General Counsel of Don King Productions, Inc., a boxing promoter, with primary responsibility for content licensing agreements and commercial contract matters. Prior to his employment with Don King Productions, Mr. Wirt was an attorney in private practice for seven years with the law firms of Sidley & Austin and Jenner & Bock. Mr. Wirt received a Bachelor of Arts Degree from Knox College in 1985 and a Juris Doctor Degree from the University of Illinois at Champaign-Urbana in 1989. He became a Certified Public Accountant in 1986. Mr. Wirt served on the board of directors of NASDAQ-listed Interactive Television Networks, Inc. from 2005 until 2008, including service as Chairman of the Audit Committee. Mr. Wirt’s designation as a proposed receiver for the Company in pending legal proceedings in Nevada is discussed below under the caption, Consipio’s Relationship to the Company and Pending Legal Proceedings. Mr. Wirt’s knowledge of the entertainment industry, his legal background, particularly with respect to television network content licensing, and his management, public accounting and public company board experience led to the conclusion that Mr. Wirt should serve as a director of the Company.”

Private also has nominated a slate of candidates. They are, as follows:

Berth H. Milton, 55

“Mr. Milton was appointed to the Board of Directors of the Company in February 1998 and was the Corporate Secretary from June 1998 until February 1999. In February 1999 Mr. Milton was appointed Chairman of the Board and Chief Executive Officer of Private, and served as Chief Executive Officer until May 2002. In November 2003 Mr. Milton was reappointed President and Chief Executive Officer of the Company and served as Chief Executive Officer until April 2009. Mr. Milton was reappointed as Chief Executive Officer in July 2010. Mr. Milton has been Administrator of Milcap Media Group from its inception until June 2000 and has been acting as an advisor to the Milcap Group since 1991. Mr. Milton is also active in several international industry and real estate projects and developments.”

Bo Rodebrant, 57

“Mr. Rodebrant was appointed as a Director of the Company in August 1998. Mr. Rodebrant has operated his own accountancy and management consulting services, R&S Ekonomiservice, since 1986. Prior thereto he co-founded an ice cream business, Hemglass, which was the largest of its kind in Stockholm, Sweden. The business was sold by Mr. Rodebrant in 1986. Mr. Rodebrant holds a degree in construction engineering which he received in 1974.”

Johan G. Carlberg, 51

“Mr. Carlberg was appointed to the Board of Directors in October 2004. Mr. Carlberg has operated his own import, trading and consulting business in the textile and fashion industry since the seventies. Mr. Carlberg holds a Degree in Business from the Stockholm Institute of Business.”

Peter Dixinger, 42

“Mr. Dixinger was appointed to the Board of Directors in June 2010. Mr. Dixinger operated his own company, Finanshuset, in Sweden from 2002 to 2010 until its sale to a third party. Mr. Dixinger has continued as an employee of Finanshuset following its sale. The company acts as a licensed independent financial advisor to companies, trusts and high net-worth individuals. Areas of expertise include investment advice and asset management. Prior to 2002, Mr. Dixinger was a CEO and Board member in the same field of business. Mr. Dixinger holds a Bachelor’s Degree in Finance from the University of Stockholm.”

Bernt Akander, 64

“Mr. Akander operates his own consultancy company active in real estate investment and services. His areas of expertise include commercial property; valuation, transactions, development, management and marketing. Mr. Akander’s career encompasses undertakings across Europe and includes a $320 million investment project in Solna, Sweden during the period 1999-2008 by the London Stock Exchange listed CLC Holdings plc. Mr. Akander has been active on several boards of directors of subsidiary companies in the CLC Holdings group.”

Eric Johnson, 49

See above.






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